Welcome to GHSA PROPERTIES LLC. These Terms of Service ("Terms," "Agreement") govern your access to and use of our website, products, and professional services, including but not limited to computer systems design, system integration, cloud solutions, managed IT services, and related technical consulting (collectively, the "Services"). By accessing our website or engaging our Services, you agree to be bound by these Terms.
These Terms constitute a legally binding agreement between you ("Client," "User," or "You") and GHSA PROPERTIES LLC, a limited liability company registered in the State of Ohio, United States. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
Please read these Terms carefully before using our website or Services. If you do not agree with any part of these Terms, you must not access our website or use our Services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting. Your continued use of our Services following any changes constitutes acceptance of the revised Terms.
"Services" refers to all professional technology solutions provided by GHSA PROPERTIES LLC, including systems architecture design, hardware and software integration, cloud infrastructure deployment, managed IT support, cybersecurity consulting, data analytics, and any other related technical services described in a statement of work or service agreement.
"Confidential Information" means any proprietary data, technical specifications, trade secrets, business plans, financial information, customer lists, software code, and other non-public information disclosed by one party to the other in connection with the Services, whether orally or in writing, and whether or not marked as confidential.
"Intellectual Property" includes all patents, copyrights, trademarks, trade secrets, know-how, algorithms, methodologies, software, documentation, and other intangible assets developed, owned, or licensed by a party, whether existing before the Agreement or created during its term.
"Statement of Work" or "SOW" means a written document executed by both parties that describes the specific scope, deliverables, timeline, fees, and other terms applicable to a particular project or engagement under this Agreement.
GHSA PROPERTIES LLC provides enterprise-grade computer systems design and integration services tailored to the unique needs of each client. Our core service offerings include the design and implementation of complex IT infrastructures, the integration of disparate systems into unified platforms, the migration and management of cloud-based solutions, and ongoing managed IT support to ensure optimal system performance and security.
The specific scope, deliverables, milestones, and timelines for each engagement will be defined in a separate Statement of Work (SOW) executed by both parties. Each SOW, once signed, becomes an integral part of this Agreement. In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail with respect to that particular engagement.
All Services are provided on a professional, work-for-hire basis unless otherwise agreed in writing. We reserve the right to subcontract certain aspects of the Services to qualified third-party providers, provided that we remain fully responsible for the performance and compliance of any subcontractors with the terms of this Agreement.
Each party retains all right, title, and interest in and to any Intellectual Property that it owned or developed prior to the commencement of the Services ("Pre-existing IP"). Nothing in this Agreement transfers ownership of either party's Pre-existing IP to the other party. Neither party acquires any license or other rights to the other party's Pre-existing IP except as expressly set forth in this Agreement.
Subject to the full payment of all fees due under the applicable SOW, all deliverables, reports, software code, designs, configurations, documentation, and other work product specifically created by GHSA PROPERTIES LLC for the Client under an SOW ("Work Product") shall be owned by the Client upon final acceptance and payment. We retain a perpetual, non-exclusive, royalty-free license to use any generalized methodologies, tools, and know-how developed during the course of providing Services, provided that such use does not disclose the Client's Confidential Information.
Certain Services may involve the use of third-party software, tools, or components that are subject to their own license terms. GHSA PROPERTIES LLC will notify the Client of any third-party license requirements and will procure the necessary licenses on behalf of the Client, unless otherwise agreed. The Client agrees to comply with all applicable third-party license terms.
Nothing in this Agreement grants either party the right to use the other party's trade names, trademarks, service marks, logos, or domain names without prior written consent. Upon written consent, any such use must comply with the owner's branding guidelines and be of a high standard of quality consistent with the owner's reputation.
All fees for Services shall be as set forth in the applicable SOW or as otherwise agreed in writing. Unless otherwise specified, fees are quoted in United States Dollars (USD) and are exclusive of all taxes, duties, and levies. The Client is responsible for paying all applicable federal, state, and local taxes, including but not limited to sales tax, use tax, and value-added tax (VAT), unless the Client provides a valid exemption certificate.
Invoices are due and payable within thirty (30) days from the date of invoice, unless different payment terms are specified in the SOW. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. The Client shall also reimburse GHSA PROPERTIES LLC for all reasonable costs incurred in collecting overdue amounts, including attorneys' fees.
We reserve the right to suspend performance of Services if any invoice remains unpaid for more than fifteen (15) days beyond the due date. Suspension of Services for non-payment shall not relieve the Client of its payment obligations, and the Client agrees to pay a re-activation fee to resume Services. All payments shall be made without setoff, deduction, or withholding.
Both parties acknowledge that in the course of performing their obligations under this Agreement, they may have access to the Confidential Information of the other party. The receiving party agrees to hold all Confidential Information in strict confidence and to take reasonable precautions to protect such information from unauthorized disclosure, using at least the same degree of care it uses to protect its own similar confidential information.
The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, agents, and subcontractors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. This obligation shall survive the termination of this Agreement for a period of five (5) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice of such requirement.
GHSA PROPERTIES LLC warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards and that deliverables will conform to the specifications set forth in the applicable SOW for a period of ninety (90) days following acceptance ("Warranty Period"). If a deliverable fails to conform to these warranties, the Client must notify us in writing within the Warranty Period, and we will, at our option, correct the non-conformity or re-perform the services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GHSA PROPERTIES LLC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the operation of any systems, software, or deliverables will be uninterrupted or error-free, or that all defects will be corrected. The Client acknowledges that complex technology systems may have inherent limitations and that we cannot guarantee complete security against unauthorized access or cyber threats. The Client's sole and exclusive remedy for any breach of warranty is as set forth in this section.
To the maximum extent permitted by applicable law, in no event shall GHSA PROPERTIES LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, loss of goodwill, cost of procurement of substitute services, or damages arising from the use or inability to use the Services, even if we have been advised of the possibility of such damages.
The total aggregate liability of GHSA PROPERTIES LLC arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by the Client to us under the applicable SOW during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation is cumulative and applies to all claims and causes of action.
The parties acknowledge that the fees charged for the Services reflect the allocation of risk set forth in this Agreement, and that the limitations of liability in this section are fundamental to the bargain. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.
The Client agrees to indemnify, defend, and hold harmless GHSA PROPERTIES LLC, its affiliates, officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use of the Services in violation of these Terms or applicable law; (b) the Client's violation of any third-party rights, including intellectual property or privacy rights; (c) the accuracy, completeness, or legality of any data, content, or materials provided by the Client; or (d) any claim that the Client's data or configuration choices infringe upon the rights of a third party.
GHSA PROPERTIES LLC shall indemnify, defend, and hold harmless the Client from and against any third-party claim that a deliverable created by us and provided under this Agreement infringes a valid United States copyright, patent, or trademark, provided that the Client promptly notifies us in writing of such claim, gives us sole control over the defense and settlement, and provides reasonable cooperation. If an infringement claim is made or appears likely, we may, at our option and expense, modify the deliverable to make it non-infringing, procure a license for continued use, or replace it with functionally equivalent non-infringing materials.
This section states the entire liability of GHSA PROPERTIES LLC and the Client's sole and exclusive remedy for any claims of infringement. These indemnification obligations shall survive the termination or expiration of this Agreement.
This Agreement shall commence on the effective date and shall continue until terminated as provided herein. For recurring or subscription-based Services, the initial term shall be as specified in the applicable SOW, and the Agreement shall automatically renew for successive periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement or any SOW for cause upon thirty (30) days written notice if the other party commits a material breach of its obligations and fails to cure such breach within the thirty-day notice period. GHSA PROPERTIES LLC may also terminate this Agreement immediately upon written notice if the Client fails to make any payment when due and such failure continues for ten (10) days after written notice of non-payment.
Upon termination or expiration, the Client shall pay all fees accrued through the date of termination. Within thirty (30) days after termination, each party shall return or destroy the other party's Confidential Information, except that we may retain archival copies for legal and compliance purposes. Sections 4 (IP Rights), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and 15 (Entire Agreement) shall survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties expressly agree that the exclusive venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in Franklin County, Ohio.
Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days, the parties shall attempt to resolve the matter through mediation administered by the American Arbitration Association (AAA) in Columbus, Ohio, before resorting to litigation.
Each party waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement. The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party. This governing law and dispute resolution clause shall survive any termination of this Agreement.
By accessing our website and using our Services, you agree to comply with all applicable local, state, national, and international laws and regulations. You shall not use our website or Services for any unlawful purpose or in any manner that could damage, disable, overburden, or impair our infrastructure or interfere with any other party's use and enjoyment of the Services.
You specifically agree not to: (a) upload, post, or transmit any content that is defamatory, obscene, abusive, harassing, hateful, or otherwise objectionable; (b) attempt to gain unauthorized access to our systems, networks, or data; (c) engage in any activity that could introduce viruses, worms, Trojan horses, or other malicious code; (d) use any automated means, including bots, crawlers, or scrapers, to access or collect data from our website without our express written permission; or (e) impersonate any person or entity or misrepresent your affiliation with any person or entity.
We reserve the right, but have no obligation, to monitor your use of the Services and to investigate any suspected violation of these Terms. We may suspend or terminate your access to the Services if we determine, in our sole discretion, that you have violated these Acceptable Use provisions. Any violation of this section may result in immediate termination of this Agreement without notice and may subject you to legal liability.
Our website and Services may contain links to third-party websites, applications, or resources that are not owned or controlled by GHSA PROPERTIES LLC. These links are provided solely for your convenience and do not constitute any endorsement, sponsorship, or recommendation by us of the third party or its content, products, or services.
We have no control over and assume no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or resources. You acknowledge and agree that we shall not be liable, directly or indirectly, for any loss, damage, or cost incurred as a result of your use of or reliance on any content, goods, or services available through such third-party resources.
If you access a third-party website or resource from our website, you do so at your own risk and are subject to the terms and conditions of that third party. We encourage you to review the applicable terms and privacy policies of any third-party websites you visit. Any questions or concerns regarding third-party resources should be directed to the applicable third party.
Neither party shall be held liable or deemed to be in breach of this Agreement for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquakes, pandemics, epidemics, explosions, terrorism, acts of war, civil unrest, strikes or labor disputes, government actions or regulations, embargoes, power outages, telecommunications failures, internet service disruptions, or any other event that is unforeseeable and beyond the control of the affected party ("Force Majeure Event").
The affected party shall promptly notify the other party in writing of the occurrence and expected duration of a Force Majeure Event and shall use its reasonable efforts to minimize the impact and resume performance as soon as practicable. Performance obligations shall be suspended for the duration of the Force Majeure Event, and the timeline for performance shall be extended by a period equal to the duration of the suspension.
If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected SOW or this Agreement without further liability, except for payment obligations accrued prior to the Force Majeure Event. This section does not excuse either party from making timely payments of fees due and payable under this Agreement.
This Agreement, together with any exhibits, schedules, SOWs, and other documents incorporated by reference, constitutes the entire and exclusive agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, representations, understandings, and agreements, whether oral or written. Any purchase order, terms and conditions, or other document provided by the Client that contains different or additional terms is expressly rejected and shall be of no force or effect unless specifically agreed to in writing by an authorized representative of GHSA PROPERTIES LLC.
If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any severed provision with a valid provision that most closely approximates the original intent.
No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of that term or any other term. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
If you have any questions, concerns, or requests regarding these Terms of Service, or if you wish to provide notice under this Agreement, please contact us using the following information. We are committed to addressing your inquiries promptly and professionally.
GHSA PROPERTIES LLC
91 WING HILL RD
GRANDVIEW, OH 98930
United States
Email: support@ghsapro.shop
Phone: +1 (270) 912-8667
All legal notices and communications regarding this Agreement shall be sent to the above address via certified mail, return receipt requested, or via email with confirmed receipt. Notices shall be deemed effective upon receipt or, if earlier, three (3) business days after mailing. We look forward to serving your technology needs and thank you for choosing GHSA PROPERTIES LLC.